b'CASE LAW DEVELOPMENTS|UNITED STATESRSUI Indemnity Co. v. Murdockthe contract; and the domicile, residence, Provided Insight from the Delawarenationality, place of incorporation, and place of Supreme Court Regarding Choice-of- business of the parties. Balancing these factors, the court held that when the contracts subject is Law Determinations for D&Othe insured risk of the honesty and loyalty of a Insurance Litigation corporations directors and officers, the place of The Supreme Court of Delaware made clearincorporation weighs the most. The court statements favoring Delaware choice of law forreasoned that, as in this case, in the vast majority directors and officers (D&O) insurance actionsof cases, Delaware law governs the duties of a filed in the state in RSUI Indemnity Co. v.Delaware corporations directors and officers to Murdock. Dole filed action against RSUI Indemnitythe corporation, its stockholders, and its for coverage and indemnification of settlementsinvestors. As such, corporations must assess their Dole paid to resolve shareholder suits alleging fraudneed for D&O coverage with reference to in a 2013 take-private transaction. Dole isDelaware law. Accordingly, the court held that headquartered in California and incorporated inDelaware had a significant interest in protecting Delaware. RSUI argued for the application ofthe ability of entities incorporated in Delaware to California law because California Insurance Codesecure D&O insurance and attract talented 533 prohibits coverage for willful acts, such asdirectors and officers and that Doles physical fraud. And Dole argued that Delaware law, whichlocation in California did not outweigh its legal has no such prohibition, should apply instead.residence in Delaware. The Delaware Supreme Courts decision underscores that certain factors The Delaware Supreme Court agreed with thein the choice-of-law analysis for insurance policies Superior Court that Delaware law should apply. Inmay weigh more heavily than others depending reaching its conclusion, the Delaware Supremeon the nature of the insured risk.Court weighed the choice-of-law factors for an insurance policy: the place of contracting; thePlease see the May 2021 article Delaware Supreme Court Holds That Fraud is Insurable Under D&O place of negotiation of the contract; the place ofPolicy for more on this development.performance; the location of the subject matter of 162|Global Insurance Industry Year in Review 2021'